08C Fall Newsletter 2.Indd
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autumn · 2008 · Helping Nonprofi ts Lease, Sell, Buy, and Develop Real Estate For nonprofi ts that do not regularly engage in real estate transactions, the language of brokers, lenders, appraisers, engineers, surveyors, architects – and their attorneys – may need translation. Lawyers Alliance staff and volunteer attorneys are available to advise nonprofi ts on real estate fi nancing, contracts, and other legal issues. This work includes property sale and acquisition; con- struction and permanent loan closings; low-income housing tax credit deals; architect, general contractor, and property management agreements; and joint ventures with nonprofi t and for-profi t entities. Purchasing Real Estate for Aff ordable Housing We can help organizations to develop affordable housing and to construct and rehabilitate supportive housing for special needs populations. Lawyers Alliance clients have created thousands of units of affordable housing with fi nancing from city, state, and federal agencies as well as equity from tax credit syndicators. Case Example: Lawyers Alliance and volunteer attorneys from Chadbourne & Parke LLP helped CAMBA Housing Ventures with the Morris Manor supportive housing project in Brooklyn by forming an affi liated corporation to hold title to the project, reviewing and negotiating construction loan documents, negotiating a partnership agreement with an equity investor, and reviewing title and survey work. Located on Flatbush Avenue, this project will provide 46 units of permanent aff ord- able housing for low-income individuals with psychiatric disabilities transitioning from shelters. The ribbon cutting ceremony will take place on October 2, 2008. Offi ce Space Leases Nonprofi t organizations face many challenges when leasing offi ce space, such as budgeting for operating costs to accommodate funding constraints and continued on page three INSIDE Elder Care Services Face Strains also: Volunteer Support Awards for Lawyers Alliance Clients Law Firm Appeal New Board and Staff Members www.lawyersalliance.org Lawyers Alliance Clients Score High in Nonprofi t Excellence Lawyers Alliance for New York congratulates the use of a Board Member Report Card that resulted winners of the New York Times Second Annual in a 20 percent increase in board attendance. The Nonprofi t Excellence Awards. The Nonprofi t Coor- organization uses the power of baseball and soft- dinating Committee of New York and the New York ball teams to help inspire city youth to recognize Regional Association of Grant Makers joined the their potential and realize their dreams. Lawyers Times Company in June in presenting the awards Alliance staff and volunteer attorneys have assisted to four winners, including three Lawyers Alliance Harlem RBI on employment, real estate, intellec- clients, Community Health Action of Staten Island, tual property, and contract negotiation matters. Harlem RBI, and Ifetayo Cultural Arts. Ifetayo Cultural Arts won for Excellent Culturally Community Health Action of Staten Island won Based Management Strategies due to its strong for Overall Management Excellence because of its focus on results and online date-driven track- successful response to emerging communities by ing system, which allows parents, teachers, and initiating new programs, modifying its mission community members to track student progress. and actively seeking feedback from clients. The organization is dedicated to supporting the The organization improves the lives of those creative, educational and vocational development challenged by health disparities related of youth and families of the Flatbush community to poverty, discrimination, and lack of in Brooklyn. Lawyers Alliance staff and volunteer access. Lawyers Alliance is assisting the attorneys have assisted Ifetayo Cultural Arts on organization with amending its certifi cate commercial leases, intellectual property, by-laws, of incorporation. and employment matters. Harlem RBI won for Excellent Lawyers Alliance also congratulates The Institute Communications and was praised for board for Family Health, winner for Excellent Use of governance and leadership, in particular its Technology and Focus on Mission. Volunteer Support What distinguishes Lawyers Alliance? There are nications between clients and pro bono counsel, four essential elements to our service model: client direct pro bono counsel to relevant resources, outreach, client screening, volunteer support, and and/or work alongside our volunteers on complex volunteer recognition. We offer several resources matters such as housing transactions to enhance to help with the legal and practical issues that arise the negotiation and closing process. in advising nonprofi t and community development Probono.net: The “Community Development and organizations: Nonprofi t Law” section of Probono.net in New Co-counseling: For each matter placed with York contains a Library of downloadable model a volunteer, a Lawyers Alliance staff member documents and memoranda relevant to advising serves as co-counsel to answer questions and nonprofi ts, along with a list of Lawyers Alliance’s address other needs related to the pro bono proj- newest pro bono case opportunities. Membership is ect. Clients and volunteers: please call our offi ce free at www.probono.net/ny/nonprofi t. You can also at (212) 219-1800 ext. 221 if you are not sure of access the site through www.lawyersalliance.org. the name of the assigned staff attorney for your Publications and Continuing Legal Education (CLE): particular matter, and contact the staff attorney Getting Organized, The Volunteer Workforce, directly if she or he can be of help. and our other publications are useful for attorneys Forms and Other Useful Links: Members of our in-house legal team representing nonprofi ts. You may order copies Visit the “Lawyers” section of our website have specialized knowledge related to via our website. Stay tuned for details about our – www.lawyersalliance.org/lawyers.php – the law of nonprofi t and tax-exempt next annual CLE seminar on “Current Issues in for the CLE for pro bono credit form, volun- organizations, as well as the program- Advising Nonprofi t Organizations” scheduled for teer case closing questionnaire, and Internet matic and regulatory issues that our the winter of 2009. Volunteers also may be eligible links to other resources for attorneys. clients face. We can facilitate commu- for CLE credits for their legal work. 2 Lawyers Alliance Helping Nonprofi ts Lease, Sell, Buy, and Develop Board of Directors Edward F. Greene Real Estate (Chair) Citigroup Inc. continued from page one When a Nonprofi t is a Seller or Landlord Jill L. Rosenberg ensuring that the organization’s prospective The possibilities of generating unrelated business (Vice Chair) activities are permitted under the lease. income tax (UBIT) and real property taxes are of Orrick, Herrington & Sutcliffe LLP particular interest to nonprofi ts acting as land- Case Example: New offi ce space identifi ed by Nicholas A. Kronfeld University Community Social Services (UCSS) lords. State and local laws govern exemption from (Treasurer) lacked a kitchen that satisfi ed NYC Code regulations real property tax, and tax-exempt landlords need Davis Polk & Wardwell and needed extensive renovations before the UCSS to check applicable law to determine if leasing Samir A. Gandhi (Secretary) Sidley Austin LLP could relocate there. UCSS could not commence their property will result in all or a portion of that S. Ward Atterbury the renovations until UCSS and the landlord agreed property becoming taxable. White & Case LLP on the terms of the lease. Volunteer attorneys from Case Example: Jericho Project (Jericho) was Susan Berkwitt Skadden, Arps, Slate, Meagher & Flom LLP considering a prospective commercial lease in which a Winston & Strawn LLP reviewed and negotiated the lease agreement, ensur- Ezra Borut non-tax-exempt tenant would lease part of the ground Debevoise & Plimpton LLP ing that it allowed UCSS to continue to operate its fl oor and storage space. Jericho planned to continue to Blair M. Duncan soup kitchen and social services and to develop a job use substantially all of the building for its exempt pur- Upper Manhattan readiness program. poses. Lawyers Alliance staff and volunteer attorneys Empowerment Zone Development Corporation from DLA Piper advised Jericho about federal and Louis S. Ederer state tax law relating to its leasing activity and deter- Arnold & Porter LLP mined that the lease would not result in UBIT. DLA Elizabeth H. Evans Piper also advised Jericho of the commercial lease’s Weil, Gotshal & Manges LLP impact on its New York State real estate tax exemption David J. Gilberg and negotiated the lease on Jericho’s behalf. Sullivan & Cromwell LLP Thomas H. Kennedy Securing appropriate real estate for your orga- Skadden, Arps, Slate, nization to achieve its goals is important, but Meagher & Flom LLP usually requires legal help. For more information, Bonda Lee-Cunningham Federation of Protestant please contact Senior Staff Attorney Hedwig Welfare Agencies O’Hara at [email protected] or (212) William F. Lloyd 219-1800 ext. 226. Deloitte & Touche USA LLP Clare O’Brien Shearman & Sterling LLP Gregory K. Palm The Goldman Sachs Group, Inc. Ira I. Roxland Sonnenschein Nath & Rosenthal LLP Stuart M. Saft LOUIS S. EDERER AND STUART M. SAFT JOIN LAW YERS ALLIANCE BOARD Dewey & LeBoeuf LLP Patricia A. Sampson Lawyers Alliance for New York has two new The Bank of New York Board members. Louis S. Ederer is a partner in Mellon